Boys & Girls Clubs of Central Florida, Inc.

Boys & Girls Clubs of Central Florida, Inc. Financial Statements Years Ended June 30, 2017 and 2016 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee.

Financial Statements Years Ended June 30, 2017 and 2016

Contents Independent Auditor s Report 3 Financial Statements Statements of Financial Position 5 Statements of Activities 6 Statements of Cash Flows 7 Statements of Functional Expenses 8 9-20 2

Tel: 407-841-6930 Fax: 407-841-6347 www.bdo.com 201 South Orange Ave., Suite 800 Orlando, FL 32801 Independent Auditor s Report Board of Directors Boys & Girls Clubs of Central Florida, Inc. Orlando, Florida Report on the Financial Statements We have audited the accompanying financial statements of Boys & Girls Clubs of Central Florida, Inc. (the Organization ), which comprise the statements of financial position as of June 30, 2017 and 2016, and the related statements of activities, cash flows and functional expenses for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Organization s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Organization as of June 30, 2017 and 2016, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. BDO USA, LLP Certified Public Accountants December 4, 2017 BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. 3

Financial Statements

Statements of Financial Position June 30, 2017 2016 Assets Current: Cash and cash equivalents $ 6,197,386 $ 3,871,858 Investments (Note 2) 5,911,179 7,538,003 Grants receivable 934,385 693,857 Contributions receivable, current portion, net (Note 3) 2,241,367 1,314,118 Prepaid expenses 273,437 233,076 Land held for sale 190,000 250,000 Total current assets 15,747,754 13,900,912 Property and equipment, net (Note 4) 14,547,014 15,041,891 Other assets: Contributions receivable, long term, net (Note 3) 1,979,054 1,066,723 Other 52,110 52,110 Total other assets 2,031,164 1,118,833 Liabilities and Net Assets $ 32,325,932 $ 30,061,636 Current liabilities: Accounts payable $ 206,117 $ 181,990 Accrued compensation 303,515 541,607 Deferred revenues 280,478 387,176 Total current liabilities 790,110 1,110,773 Commitments and contingencies (Notes 4, 5 and 6) Net assets (Note 7): Unrestricted 19,883,526 20,284,814 Temporarily restricted 10,442,610 7,841,158 Permanently restricted 1,209,686 824,891 Total net assets 31,535,822 28,950,863 $ 32,325,932 $ 30,061,636 See accompanying notes to financial statements. 5

Statements of Activities Year Ended June 30, Unrestricted 2017 2016 Temporarily Permanently Temporarily Restricted Restricted Total Unrestricted Restricted Permanently Restricted Total Revenues, support and gains (losses): Government revenues $ 5,196,358 $ $ $ 5,196,358 $ 4,596,534 $ $ $ 4,596,534 Contributions 2,043,741 3,728,183 384,795 6,156,719 2,011,765 1,814,221 31,346 3,857,332 In-kind contributions (Note 1) 2,579,594 2,579,594 3,204,267 3,204,267 United Way 488,837 90,553 579,390 426,217 351,355 777,572 Special events 1,162,913 1,162,913 1,182,375 1,182,375 Dues and program services 661,998 661,998 523,840 523,840 Investment income (Note 2) 550,927 108,982 659,909 198,752 21,937 220,689 Other revenues 512,480 512,480 108,116 108,116 Impairment loss on land held for sale (Note 1) (60,000) (60,000) Net assets released from restrictions (Note 7) 1,326,266 (1,326,266) 2,017,350 (2,017,350) Total revenues, support and gains (losses) 14,463,114 2,601,452 384,795 17,449,361 14,269,216 170,163 31,346 14,470,725 Expenses: Program services 11,529,364 11,529,364 10,425,089 10,425,089 Supporting services: Management and general 1,801,938 1,801,938 1,916,172 1,916,172 Fundraising 1,533,100 1,533,100 1,936,683 1,936,683 Total expenses 14,864,402 14,864,402 14,277,944 14,277,944 Change in net assets (401,288) 2,601,452 384,795 2,584,959 (8,728) 170,163 31,346 192,781 Net assets, beginning of year 20,284,814 7,841,158 824,891 28,950,863 20,293,542 7,670,995 793,545 28,758,082 Net assets, end of year $19,883,526 $10,442,610 $ 1,209,686 $31,535,822 $ 20,284,814 $ 7,841,158 $ 824,891 $ 28,950,863 6 See accompanying notes to financial statements.

Statements of Cash Flows Year Ended June 30, 2017 2016 Cash flows from operating activities: Change in net assets $ 2,584,959 $ 192,781 Adjustments to reconcile change in net assets to net cash provided by (used for) operating activities: Depreciation 584,250 624,964 Amortization of pledge discount 50,375 (6,929) Provision for uncollectible contributions 79,892 164,678 Donated property and equipment (1,600) (83,328) Donated stock (138,366) (301,835) Impairment loss on land held for sale 60,000 Net realized and unrealized gain on investments (486,465) (22,700) Cash provided by (used for): Grants receivable (240,528) (47,015) Contributions receivable (1,969,847) (825,989) Prepaid expenses (40,361) (71,726) Other assets 965 Accounts payable and accrued compensation (226,838) 161,029 Deferred revenue 12,873 Deferred rent expense (106,698) 131,158 Net cash provided by (used for) operating activities 161,646 (83,947) Cash flows from investing activities: Purchase of property and equipment (87,773) (669,508) Transfer to cash for purchase of a club 3,000,013 Purchase of investments (1,885,365) (2,001,864) Proceeds from sale of investments 1,137,007 1,993,080 Net cash provided by (used for) investing activities 2,163,882 (678,292) Net increase (decrease) in cash and cash equivalents 2,325,528 (762,239) Cash and cash equivalents, beginning of year 3,871,858 4,634,097 Cash and cash equivalents, end of year $ 6,197,386 $ 3,871,858 See accompanying notes to financial statements. 7

Statements of Functional Expenses Year Ended June 30, Program Services 2017 2016 Supporting Services Supporting services Management Program Management and General Fundraising Total Services and General Fundraising Total Personnel: Salaries $ 4,262,550 $ 956,004 $ 539,916 $ 5,758,470 $ 4,029,865 $ 891,667 $ 577,816 $ 5,499,348 Employee benefits 461,163 158,629 94,382 714,174 443,809 142,768 92,084 678,661 Payroll taxes 321,908 68,058 36,507 426,473 323,102 62,134 37,299 422,535 5,045,621 1,182,691 670,805 6,899,117 4,796,776 1,096,569 707,199 6,600,544 Other: Occupancy 395,335 33,032 7,254 435,621 307,933 47,943 6,120 361,996 Building repairs and maintenance 312,901 4,867 10,238 328,006 302,438 35,221 8,237 345,896 Equipment expenses 226,931 25,868 18,941 271,740 170,808 29,448 28,654 228,910 Transportation 345,526 35,991 17,337 398,854 257,490 26,550 13,360 297,400 Program materials 1,845,404 26,693 164,526 2,036,623 1,229,819 21,760 146,544 1,398,123 In-kind expenses 2,096,623 76,097 405,275 2,577,995 2,251,599 2,850 862,453 3,116,902 Professional fees 14,479 43,436 57,915 14,726 44,178 58,904 Pre-employment fees 37,759 8,119 61 45,939 33,950 17,139 666 51,755 Contract services 318,025 138,966 24,213 481,204 262,974 171,609 9,500 444,083 Insurance 220,513 14,724 235,237 203,463 21,728 225,191 Postage, supplies and printing 39,514 23,723 16,569 79,806 23,493 15,805 22,281 61,579 Training 13,809 11,691 1,422 26,922 24,404 18,347 2,570 45,321 Dues and subscriptions 34,175 18,132 5,430 57,737 50,117 19,940 4,091 74,148 Service charges 14,418 28,067 14,871 57,356 7,887 17,425 16,757 42,069 Miscellaneous 8,377 106,277 4,293 118,947 4,670 187,475 2,072 194,217 Capital campaign expenses 171,133 171,133 105,942 105,942 Total other expenses 5,923,789 595,683 861,563 7,381,035 5,145,771 677,418 1,229,247 7,052,436 Total expenses before depreciation 10,969,410 1,778,374 1,532,368 14,280,152 9,942,547 1,773,987 1,936,446 13,652,980 Depreciation 559,954 23,564 732 584,250 482,542 142,185 237 624,964 Total expenses $ 11,529,364 $ 1,801,938 $ 1,533,100 $ 14,864,402 $ 10,425,089 $ 1,916,172 $ 1,936,683 $ 14,277,944 8 See accompanying notes to financial statements.

1. Summary of Significant Accounting Policies Nature of Organization Boys & Girls Clubs of Central Florida, Inc. (the Organization ) is a nonprofit organization that was established to provide behavioral prudence and to promote the health and the social, educational, vocational and character development of boys and girls in the Central Florida area. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Net assets and revenues, expenses, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified and reported as follows: Unrestricted Net Assets - Net assets that are not subject to donor-imposed stipulations. Temporarily Restricted Net Assets - Net assets subject to donor-imposed stipulations that may or will be met by actions of the Organization and/or the passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities as net assets released from restrictions. Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that the net assets be held and invested in perpetuity. Cash and Cash Equivalents For purposes of the statements of cash flows, the Organization considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Investments Investments are stated at fair value. Realized and unrealized gains and losses are reflected in the statements of activities and are combined with investment income earned during the period. Grants Receivable Grants receivable represent amounts owed to the Organization from federal, state and local governments for services rendered under contractual obligations and grants from Boys & Girls Club of America, corporations and foundations. All outstanding grants receivable are considered collectible and an allowance for uncollectible amounts was not recorded. Contributions Receivable Contributions receivable consist of unconditional promises to give and are recorded when the promises to contribute are made. Contributions receivable which are expected to be collected in more than one year are stated at the present value of estimated future receipts. The Organization provides an allowance for uncollectible contributions based on historical collection experience. 9

Property and Equipment Property and equipment are recorded at cost when purchased or at fair value on the date received if donated. Buildings and equipment are depreciated using the straight-line method over the estimated life of the assets. In-Kind Contributions The Organization received the following in-kind contributions, which are included in the statements of activities: Year Ended June 30, 2017 2016 Facilities rent $ 1,410,399 $ 1,387,288 Advertising 178,099 841,367 Auction items 193,315 215,486 Theme park tickets 385,038 140,628 Other 412,743 619,498 Total $ 2,579,594 $ 3,204,267 Contributed services are recognized as contributions and recorded at fair value if the services create or enhance nonfinancial assets, require specialized skills and are performed by people with those skills and would otherwise be purchased by the Organization. During the years ended June 30, 2017 and 2016, the Organization received approximately $178,000 and $164,000, respectively, of contributed services consisting mainly of transportation, technology and construction services which is reflected in the accompanying statements of activities. The Organization has numerous volunteers providing assistance to the Organization s program services and fundraising campaigns which are not recognized in the accompanying financial statements. Impairment of Long-Lived Assets and Land Held for Sale The Organization reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During fiscal 2017, the Organization recorded an impairment on idle land held for sale of $60,000. Fair value for this property was based on a sales offer for the property. As of the date of these financial statements, the Organization has not sold this property. 10

Revenues A significant portion of the Organization s government contracts and certain United Way grants are exchange transactions in which each party receives and sacrifices commensurate value. Funds from these exchange transactions are not considered contributions and, as such, are deemed to be earned and reported as revenue when such funds have been expended towards the designated purpose. Funds received in advance under contractual obligations for which services have yet to be performed are recognized as deferred revenue. Special event revenue is recognized when the event takes place. Dues and program services are recognized as revenue as services are provided. Contributions and Donor-Imposed Restrictions Contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or are restricted by the donor for specific purposes are reported as temporarily or permanently restricted support that increases those net asset classes. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and are reported in the statements of activities as net assets released from restriction. If a temporary restriction is fulfilled in the same time period in which the contribution is received, the Organization reports the support as unrestricted. Functional Expenses The costs of providing the various programs and other activities have been summarized on a functional basis. Accordingly, certain expenses have been allocated among the program and supporting services directly benefited. Other expenses are allocated based on management s estimate of the benefit derived by each activity. Fair Value of Financial Instruments The Organization reports its financial assets and liabilities using a three-tier hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Valuation based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Valuation based on observable quoted prices for similar assets and liabilities in active markets. Level 3 Valuation based on inputs that are unobservable and are supported by little or no market activity, therefore requiring management s best estimate of what market participants would use as fair value. 11

A financial instrument s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximates their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, contributions and grants receivable due in one year or less, and accounts payable and accrued compensation. Contributions due beyond one year are recorded at their net present value using a risk-free interest rate available on U.S. Treasury issues at the date the pledge was made with an equivalent term approximately equal to the number of years the contribution will be paid, which approximates fair value. The Organization s Level 1 financial assets consist of investments identified in Note 2 and are valued on a daily basis in an active market. There were no Level 2 or 3 financial assets or liabilities. Income Taxes The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code and from state income taxes under similar provisions in the Florida Income Tax Code. The Organization identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the statement of financial position. The Organization has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Organization would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Organization s tax years currently subject to examination by the Internal Revenue Service generally remain open for three years from the date of filing. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 12

Accounting Pronouncements Issued but Not Yet Adopted Financial Statement Presentation of Not-for-Profit Entities In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-14, Not-for-Profit Entities (Topic 958) and Health Care Entities (Topic 954) Presentation of Financial Statements of Not-for-Profit Entities. The ASU amends the current reporting model for nonprofit organizations and enhances their required disclosures. The major changes include: (a) requiring the presentation of only two classes of net assets now entitled net assets without donor restrictions and net assets with donor restrictions, (b) modifying the presentation of underwater endowment funds and related disclosures, (c) requiring the use of the placed in service approach to recognize the expirations of restrictions on gifts used to acquire or construct long-lived assets absent explicit donor stipulations otherwise, (d) requiring that all nonprofits present an analysis of expenses by function and nature in either the statements of activities, a separate statement, or in the notes and disclose a summary of the allocation methods used to allocate costs, (e) requiring the disclosure of quantitative and qualitative information regarding liquidity and availability of resources, (f) presenting investment return net of external and direct expenses, and (g) modifying other financial statement reporting requirements and disclosures intended to increase the usefulness of nonprofit financial statements. The ASU is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The provisions of the ASU must be applied on a retrospective basis for all years presented although certain optional practical expedients are available for periods prior to adoption. Management is currently evaluating the impact of this ASU on its financial statements. Revenue Recognition In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2018, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The new standard allows for early adoption for annual periods beginning after December 15, 2016. The Organization is currently evaluating the impact of its pending adoption of ASU 2014-09 on its financial statements and has not yet determined the method by which it will adopt the standard. 13

2. Investments The Organization s investments consist of the following: June 30, 2017 2016 Level 1: Fixed income mutual funds $ 1,396,100 $ 1,712,929 Fixed income exchange traded funds 1,128,190 1,521,362 Equities 3,386,889 4,211,713 Equity mutual funds 91,999 $ 5,911,179 $ 7,538,003 Year Ended June 30, 2017 2016 Net realized and unrealized gain on investments $ 486,465 $ 22,700 Dividends and interest 173,444 197,989 3. Contributions Receivable Contributions receivable are due as follows: $ 659,909 $ 220,689 June 30, 2017 2016 Less than one year $ 2,334,082 $ 1,416,704 One to five years 2,132,582 1,191,239 More than five years 11,496 4,478,160 2,607,943 Less: allowance for uncollectible contributions (185,433) (205,172) Less: present value discount ranging from 0.72% to 3.34% (72,306) (21,930) $ 4,220,421 $ 2,380,841 Contributions receivable current portion, net $ 2,241,367 $ 1,314,118 Contributions receivable, long term, net 1,979,054 1,066,723 $ 4,220,421 $ 2,380,841 14

4. Property and Equipment Property and equipment is summarized as follows: June 30, Useful Life 2017 2016 Land $ 449,750 $ 449,750 Buildings and improvements 5-40 years 17,338,189 17,316,547 Furniture and equipment 5-10 years 1,592,869 1,525,139 Automotive equipment 5 years 357,741 357,741 Building in progress 514,108 514,108 20,252,657 20,163,285 Less: accumulated depreciation (5,705,643) (5,121,394) $ 14,547,014 $ 15,041,891 The estimated cost to complete the building in progress was approximately $3,500,000. The building was completed in August 2017 and the Organization made a payment of $3,100,000 in September 2017 (see Note 5, Hughes Club). The remaining balance is expected to be paid in December 2017. 5. Commitments and Contingencies Operating Leases The Organization has entered into non-cancelable leases for office and program space under agreements with maturity dates of one year or less. Rental expense for the years ended June 30, 2017 and 2016, was $96,936 and $42,723, respectively, and is included in occupancy on the statements of functional expenses. Since many of the Organization s leases are month-to-month, the minimum contractual future rental payments are nominal. Hughes Club On December 15, 2015, the Organization entered into a Lease and Development Agreement (the Agreement ) with the School Board of Orange County (School Board) for the construction and lease of a downtown club in the Parramore area. Under this contract, the School Board is building a school where they have designated certain areas available for the exclusive use of the Organization for its programs. The Organization agreed to make a capital contribution of $4,000,000 to the School Board for the costs of construction of the facility and the School Board agreed to lease the facility to the Organization for 99 years at $1 per year. The capital contribution is to be paid as follows: $500,000 upon the issuance of notice to proceed with construction, $3,100,000 upon substantial completion, and $400,000 upon approval of certificate of final completion by both parties. $500,000 of capital contribution was paid during fiscal year 2016 and is included in building in progress as of June 30, 2017 and 2016. 15

The building was completed in August 2017 and the Organization made a capital contribution of $3,100,000 in September 2017. The remaining balance of $400,000 will be due upon approval of final completion by both parties and is expected to be paid in December 2017. The Agreement was amended on September 20, 2017 to identify the commencement date of the lease with the School Board (see Note 11). Legal The Organization is subject to claims and legal proceedings which arise in the ordinary course of business. Management believes that losses resulting from these matters, if any, would not have a material adverse effect on the financial position or results of activities of the Organization. 6. Profit-Sharing Plan The Organization established a 401(k) profit sharing plan (the Plan ) effective January 1, 2005. Employees must be 21 years of age and must have completed one year of full-time employment before they become eligible to participate. The Plan provides a graded vesting schedule from two to six years of service. The Organization will contribute the equivalent of 7% of the employee s salary as a profit sharing contribution and provides for a safe harbor match whereby the Organization will contribute, on a matching basis, a dollar for dollar match on the first 3% of employee contribution and a 50% match on the next 2%. The Organization s policy is to fund the Plan s cost. Contributions to the Plan for the years ended June 30, 2017 and 2016, were $311,119 and $281,403, respectively, and are included in employee benefits in the statements of functional expenses. 7. Net Assets Unrestricted Unrestricted net assets consist of the following: June 30, 2017 2016 Designated for property and equipment $ 14,547,014 $ 15,041,891 Board-designated capital replacement reserve 1,749,624 1,617,358 Undesignated net assets 3,586,888 3,625,565 $ 19,883,526 $ 20,284,814 16

Temporarily Restricted Temporarily restricted net assets are available for the following purposes: June 30, 2017 2016 Capital expenditures $ 7,433,060 $ 5,413,738 United Way time restricted grants 140,835 383,910 Time restricted contributions 1,278,841 1,182,297 Program operations 1,589,874 861,213 $ 10,442,610 $ 7,841,158 The intent of the Organization s capital fundraising campaign, as determined by the Board, is that upon satisfaction of donors restrictions for capital expenditures, any remaining contributions not spent will be designated by the Board and become a board-designated capital replacement reserve for operating the related capital projects, at which time the remaining funds will be released to unrestricted net assets. Net assets were released from donor restrictions as follows: Year Ended June 30, 2017 2016 Capital expenditures $ 171,133 $ 620,050 United Way time restricted grants 333,628 276,947 Time restricted contributions 429,827 590,769 Program operations 391,678 529,584 Permanently Restricted $ 1,326,266 $ 2,017,350 The Organization records its donor restricted endowment funds as permanently restricted net assets. These assets consist of investments held in perpetuity with investment income used to support general operations, the Youth of the Year program and the Eatonville Club operations. Permanently restricted net assets include the principal of endowments that must be maintained permanently and not used up, expended or otherwise exhausted. The Organization s return objective for the endowment fund is low yield based on risk parameters that are also very low to protect the endowment corpus. The amount of funds available for distributions is determined on the basis of a total-return principal and will not be dependent upon income generated through interest or dividends. The funds available for distribution during any one year will be limited to five percent of the market value of the corpus, effective December 31 of the given year. Distributions may also be made upon written request of the President, with Board approval. 17

Changes in the Organization s endowment s net assets for the years ended June 30, 2017 and 2016, are as follows: Unrestricted Temporarily Restricted Permanently Restricted Endowment net assets at June 30, 2015 $ 7,811 $ 264,851 $ 793,545 Contributed support 31,346 Interest and dividends 367 23,636 Net realized and unrealized gain (loss) on investments (1,015) 3,230 Investment fees (319) (4,929) Endowment net assets at June 30, 2016 6,844 286,788 824,891 Contributed support 384,795 Interest and dividends 447 28,516 Net realized and unrealized gain on investments 4,585 91,094 Investment fees (341) (10,629) Distributions (594) Endowment net assets at June 30, 2017 $ 11,535 $ 395,175 $ 1,209,686 The Board of Directors of the Organization has interpreted the Florida Uniform Prudent Management of Institutional Funds Act ( FUPMIFA ) as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds, absent explicit donor stipulations to the contrary. As a result of this interpretation, the Organization classifies as permanently restricted net assets: (a) the original value of the gift donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment, and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The remaining portion of the donorrestricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the Organization in a manner consistent with the standard of prudence prescribed by FUPMIFA or as unrestricted net assets. In accordance with FUPMIFA, the Organization considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds: (1) The duration and preservation of the fund; (2) The purposes of the Organization and the donor-restricted endowment fund; (3) General economic conditions; (4) The possible effect of inflation and deflation; (5) The expected total return from income and the appreciation of investments; (6) Other resources of the Organization; (7) The investment policies of the Organization. 18

8. Concentration of Credit Risk The Organization s financial instruments that are exposed to concentrations of credit risk consist of cash and cash equivalents and investments. Cash and cash equivalents include checking and money market accounts placed with federally insured financial institutions and investments. Cash and cash equivalents may at times exceed federally insured limits. The Organization has not experienced any losses on such accounts. Investments consist primarily of fixed income mutual and exchange traded funds and equities. Although the market value of investments is subject to fluctuations on a day-today basis, management believes the current investment strategy is prudent for the long-term welfare of the Organization. 9. Economic Dependency The Organization earned revenues from Orange County, Florida, which represents 13% and 14% of the Organization s total revenue and support for the years ended June 30, 2017 and 2016, respectively. In addition, during 2017 and 2016, the Organization earned revenues from the federal government which represented approximately 14% and 13%, respectively, of the Organization s total revenue and support. As such, the Organization is dependent upon the continued support of Orange County, Florida and the federal government to provide funding for the Organization s programs and operations. 10. Related Party Transactions In the ordinary course of business, the Organization enters into transactions with other organizations that have individuals who serve on the Organization s Board of Directors. These transactions are made at arm s length. The Organization obtains its general liability and property insurance through a company whose owner is also a member of the Board of Directors. Amounts paid to this company were $316,659 and $299,027, for the years ended June 30, 2017 and 2016, respectively. During 2016, the Organization also paid a vendor $36,466 for janitorial services whose CEO is also a member of the Board of Directors. During 2016, the Organization paid a vendor $14,108, for legal fees associated with the building of the Hughes Club who is also a member of the Board of Directors. Details of all related party transactions which meet applicable reporting requirements can be found in Internal Revenue Service Form 990 which the Organization files annually. 11. Subsequent Events The Organization has evaluated events and transactions occurring subsequent to June 30, 2017 as of December 4, 2017, which is the date the financial statements were available to be issued. Subsequent events occurring after December 4, 2017 have not been evaluated by management. No material events have occurred since June 30, 2017 that require recognition or disclosure in the financial statements, except as follows: Upon completion of the Hughes Club (see Note 5) on September 20, 2017, the Organization entered into an amendment to the Lease and Development Agreement with the School Board to begin on July 18, 2017 for a term of 99 years at $1 per year. 19

Effective July, 1, 2017, the Organization entered into a Support Agreement and Lease Agreement with The Boys & Girls Club of Nassau County Foundation, Inc. (Nassau Foundation) which provides for the transfer of the assets of The Boys & Girls Club of Nassau County, LLC (the sole member of which is Nassau Foundation) related two clubs it is currently operating (together with future clubs in Nassau County, together, the Nassau Clubs ) and the hiring of certain of its employees and leasing of its facilities. The Nassau Clubs will be managed and operated by the Organization and Nassau Foundation will fund the operations. In addition, the Nassau Foundation will pay quarterly to the Organization an administrative fee of 8% of the direct operational expenses of the Nassau Clubs. The Support Agreement can be terminated by either party upon six months notice in writing. The Lease Agreement provides for annual payments of $10 through June 30. 2018 with automatic annual extensions unless terminated by either party in writing 30 days prior to the end of the term. On September 22, 2017, the Organization entered into a Management and Asset Transfer Agreement (Management Agreement) with the Boys & Girls Club of Lake and Sumter Counties, Inc. (BGCLSC) which expired on November 1, 2017. The Management Agreement provided for the transfer of all of the assets of BGCLSC related to five clubs it is currently operating and hiring of certain of its employees. The transfer of the assets of BGCLSC was completed on November 1, 2017, and the Organization became the surviving entity and BGCLSC is expected to be fully dissolved by December 31, 2017. 20